Terms and Conditions for Account Applications

PLEASE NOTE by completing and signing this application form you are accepting the terms and conditions of sale below for all of the following companies irrespective of which boxes may have been ticked: Laltex and Company Limited, Laltex Ireland Ltd, RJM International Ltd, RJM plc, KS Brands Ltd. KS Brands Ltd also includes the divisions T/As Bags HQ, Source IT & Laltex Promo

Terms of Trading

1.Business Customers and Consumers

1.1Some of these terms apply to consumers only; some apply to business customers only. Those terms are marked as such.

1.2All other terms apply to all customers.

1.3You are classified as a business customer if you indicate to us that the goods supplied by us will be used in the course of your business or if you use the goods in the course of your business.

1.4If you are not a business customer, you are a consumer.You have certain statutory right as a consumer which are not affected by these terms. Contact your local trading standards office for more information. Words in italic type are legal words which clarify, rather than after, the meaning of the relevant clause.

2.Price

2.1The price quoted excludes VAT (unless otherwise stated). VAT will be charged at the rate applying at the time of delivery.

2.2Our quotations laps after 30 days (unless otherwise stated).

2.3The price quoted includes delivery (unless otherwise stated).

2.4Business Customers:

unless otherwise stated, the price quoted to business customers is an illustrative estimate only and the price charged will be our current price at the time of delivery.

2.5Business Customers: rates of tax and duties on the goods will be those applying at the time of delivery.

2.6Business Customers: at any time before delivery we may adjust the price to reflect any increase in our costs of supplying the goods.

3.Delivery

3.1All delivery times quoted are estimates only.

3.2If we fail to deliver within a reasonable time, you may (by informing us in writing) cancel the contract, however;

3.2.1you may not cancel if we receive your notice after the goods have been dispatched; and

3.2.2if you cancel the contract, you can have no further claim against us under that contract.

3.3If you accept delivery of the goods after the estimated delivery time, it will be on the basis that you have no claim against us for delay (including indirect or consequential loss, or increase in the price of the goods).

3.4We may decline to deliver;

3.4.1we believe that it would be unsafe, unlawful or unreasonably difficult to do so;

or

3.4.2the premises (or the access to them) are unsuitable for our vehicle.

3.5We may deliver the goods in instalments. Each instalment is treated as a separate contract.

4.Risk

4.1The goods are at your risk from the time of delivery.

4.2Delivery takes place either:

4.2.1when the goods are loaded at our premises (if you are collecting them or arranging carriage);

or

4.2.2when the goods are unloaded at your premises or address specified by you (if we are arranging carriage).

4.3You must inspect the goods on delivery.If any goods are damaged or not delivered, you must write to tell us within seven days of delivery or the expected delivery time.You must give us (and any carrier) a fair chance to inspect the damaged goods.If you fail to notify us in accordance with these requirements, you will not be entitled to reject the goods and will be deemed to have accepted the goods in accordance with the contract.

5.Payment terms

5.1You are to pay us in cash or in cleared funds prior to delivery, unless you have an approved credit account or we have agreed otherwise in writing.

5.2 Business Customers:if you have an approved credit account, payment is due no later than 30 days after the date of our invoice unless otherwise agreed in writing.

5.3If you fail to pay us in full on the due date we may:

5.3.1suspend or cancel future deliveries;

5.3.2cancel any discount offered to you;

5.3.3charge you interest at the rate set under s.6 of the Late Payment of Commercial Debts (Interest) Act 1998;

a.calculated (on a daily basis) from the date of our invoice until payment;

b.compounded on the first day of each month; and

c.before and after any judgement (unless a court orders otherwise);

5.3.4claim fixed sum compensation from you under s.5A of that Act to cover our credit control overhead costs; and

5.3.5recover (under clause 5.8) the cost of taking legal action to make you pay.

5.4If you have an approved credit account we may withdraw it or reduce your credit limit or bring forward your due date for payment.We may take any of these actions at any time and without notice.

5.5Business Customers: you do not have the right to set off any money you may claim from us against anything you may owe us.

5.6Consumers: you may only set off money you claim from us against money you owe us with our written agreement and on such terms as we may state.

5.7While you owe money to us, we have a right to keep any property we may hold of yours until you have paid us in full (a lien).

5.8You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly and including finance costs and legal costs on a full indemnity basis) following any breach by you of any of your obligations under these terms.

5.9Consumers: clause 5.8 means that you are liable to us for losses we incur because you do not comply with these terms. We may claim those losses from you at any time and if we have to take legal action we will ask the court to make you pay our legal costs.

6.Title

6.1Consumers: your statutory rights are unaffected.

6.2Business Customers: until you pay all debts you may owe us:

6.2.1all goods supplied by us remain our property;

6.2.2you must store them so that they are clearly identifiable as our property;

6.2.3you must insure them (against the risks for which a prudent owner would insure them) and hold the policy on trust for us;

6.2.4you may use those goods and sell them in the ordinary course of your business, but not if;

a.we revoke that right (by informing you in writing); or

b.you become insolvent

6.2.5the contract is on a rolling basis and does not end when the balance of the account reaches zero.

6.3Business Customers: you must inform us (in writing) immediately if you become insolvent.

6.4Business Customers: if your right to use and sell the goods ends you must allow us to remove the goods.

6.5Business Customers: we have your permission to enter any premises where the goods may be stored:

6.5.1at any time, to inspect them; and

6.5.2after your right to use and sell them has ended, to remove them, using reasonable force if necessary.

6.6Despite our retention of title to the goods, we have the right to take legal proceedings to recover the price of goods supplied should you not pay us by the due date.

6.7You are not our agent. You have no authority to make any contract on our behalf in our name.

7.Warranties

7.1We warrant that the goods:

7.1.1comply with their description on our acknowledgment of order form; and

7.1.2are free from material defect at the time of delivery (as long as you comply with clause 7.4).

7.2Business Customers: we give no other warranty (and exclude any warranty, term or condition that would otherwise be implied) as to the quality of the goods or their fitness for any purpose.

7.3Consumers: the warranty in clause 7.1 is in addition to your statutory rights.

7.4If you believe that we have delivered goods which are defective in material or workmanship, you must;

7.4.1inform us (in writing), with full details, within seven days; and

7.4.2allow us to investigate (we may need access to your premises and product samples).

7.5If the goods are found to be defective in material or workmanship (following our investigations), and you have complied with those conditions (in clause 7.4) in full, we will (at our option) replace the goods or refund the price

7.6We are not liable for any other loss or damage (including indirect or consequential loss, financial loss, loss of profits or loss of use) arising from the contract or the supply of goods or their use, even if we are negligent.

7.7Our total liability to you (from one single cause) for damage to property caused by our negligence is limited to two million pounds.

7.8For all other liabilities not referred to elsewhere in these terms our liability is limited in damages to the price of the goods.

7.9Nothing in these terms restricts or limits our liability for death or personal injury resulting from negligence.

8.Specification

8.1If we prepare the goods in accordance with your specifications or instructions you must ensure that;

8.1.1the specifications or instructions are accurate;

8.1.2goods prepared in accordance with those specifications or instructions will be fit for the purpose for which you intend to use them; and

8.1.3your specifications or instructions will not result in the infringement of any intellectual property rights of a third party, or in the breach of any applicable law or regulation.

8.2Business Customers: We reserve the right;

8.2.1to make any changes in the specifications of our goods that are necessary to ensure they conform to any applicable safety or statutory requirements; and

8.2.2to make without notice any minor modifications in our specifications we think necessary or desirable.

9.Return of goods

9.1.We will accept the return of goods from you only:

9.1.1by prior arrangement (confirmed in writing);

9.1.2on payment of an agreed handling charge (unless the goods were defective when delivered) and

9.1.3where the goods are as fit for sale on this return as they were on delivery.

10.Export terms

10.1Where the goods are supplied by us to you by way of export from the United Kingdom Clause 10 of these terms applies (except to the extent that it is inconsistent with any written agreement between us).

10.2The 'Incoterms' of the International Chamber of Commerce which are in force at the time when the contract is made apply to exports, but these terms prevail to the extent that there is any inconsistency.

10.3Unless otherwise agreed, the goods are supplied ex-works our place of manufacture.

10.4Where the goods are to be sent by us to you by a route including sea transport we are under no obligation to give a notice under section 32(3) of the Sale of Goods Act 1979.

10.5You are responsible for arranging testing and inspection of the goods at our premises before shipment (unless otherwise agreed).We are not liable for any defect in the goods which would be apparent on inspection unless a claim is made before shipment.We are not liable for any damage during transit.

10.6We are not liable for death or personal injury arising from the use of the goods delivered in the territory of another State (within the meaning of s.26 (3) (b) Unfair Contract Terms Act 1977).

11.Cancellation

11.1You may not cancel the order unless we agree in writing (and clauses 3.2.2 and 11.2 then apply).

11.2If the order is cancelled (for any reason) you are then to pay us for all stock (finished or unfinished) that we may then hold (or to which we are committed) for the order.

11.3We may suspend or cancel the order, by written notice if:

11.3.1 you fail to pay us any money when due (under the order or otherwise);

11.3.2 you become insolvent;

11.3.3 you fail to honour your obligations under these terms.

12.Waiver and variations

12.1Any waiver or variation of these terms is binding in honour only unless:

12.1.1 made (or recorded) in writing;

12.1.2 signed on behalf of each party; and

12.1.3 expressly stating an intention to vary these terms

12.2All orders that you place with us will be on these terms (or any that we may issue to replace them).By placing an order with us, you are expressly waiving any printed terms you may have to the extent that they are inconsistent with our terms.

13.Force majeure – business customers only

13.1If we are unable to perform our obligations to you (or able to perform them only at unreasonable cost) because of circumstances beyond our control, we may cancel or suspend any of our obligations to you, without liability.

13.2Examples of those circumstances include act of God, accident, explosion, war, terrorism, fire, flood, transport delays, strikes and other industrial disputes and difficulty in obtaining supplies.

14.General

14.1English law is applicable to any contract made under these terms.The English and Welsh courts have non-exclusive jurisdiction.

14.2If you are more than one person, each of you is liable for all of your obligations under these terms (joint and several liability).

14.3We are a member of a group of companies whose holding company is Laltex Group (together, "group companies") and we may:

14.3.1 perform any of our obligations and invoice you through any of our group companies; and

14.3.2 treat a debt owed by you to a group company as a debt owed to us.

14.4If any of these terms are unenforceable as drafted:

14.4.1 it will not affect the enforceability of any other of these terms; and

14.4.2 if it would be enforceable if amended, it will be treated as so amended.

14.5We may treat you as insolvent if:

14.5.1 you are unable to pay your debts as they fail due; or

14.5.2 you (or any item of your property) becomes the subject of:

a.any formal insolvency procedure (examples of which include receivership, liquidation, administration, voluntary arrangements (including a moratorium) or bankruptcy);

b.any application or proposal for any formal insolvency procedure; or

c.any application, procedure or proposal overseas with similar effect or purpose.

14.6Business Customers: all brochures, catalogues and other promotional materials are to be treated as illustrative only.Their contents form no part of any contract between us and you should not rely on them in entering into any contract with us.

14.7Business Customers:any notice by either of us which is to be served under these terms may be served by leaving it at or by delivering it to (by first class post or by fax) the other's registered office or principal place of business.All such notices must be signed.

14.8No contract will create any right enforceable (by virtue of the Contracts (Rights of Third Parties) Act 1999) by any person not identified as the buyer or seller.

14.9The only statements upon which you may rely in making the contract with us are those made in writing by someone who is (or whom you reasonably believe to be) our authorised representative and either:

14.9.1 contained in our estimate (or any covering letter) and not withdrawn before the contract is made; or

14.9.2 which expressly state that you may rely on them when entering into the contract.

14.10Nothing in these terms affects or limits our liability for fraudulent misrepresentation.